Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 7 contracts
Samples: Equity Purchase Agreement (Paperweight Development Corp), Equity Purchase Agreement (Hicks Acquisition CO II, Inc.), Cross Purchase Agreement (Paperweight Development Corp)
Procedure Upon Termination. In the event of the termination of this Agreement and the abandonment of this Agreementthe transactions contemplated hereby, written notice thereof shall promptly be given by a terminating party to the other parties hereto parties, and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereofparties.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Bendele Phillip), Agreement and Plan of Merger (Inotiv, Inc.), Interest Purchase Agreement (Vera Bradley, Inc.)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional breach hereof and, provided, further, that Buyer shall promptly deliver to Seller all documents, work paper and other materials of Seller and the Company related to the transactions contemplated hereby, whether or knowing breach of any provision not obtained before or after the execution hereof.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Pemco Aviation Group Inc), Stock Purchase Agreement (Datameg Corp), Stock Purchase Agreement (Blue Earth Solutions, Inc.)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties party hereto and this Agreement shall terminate terminate, all further obligations of the parties hereunder to satisfy the conditions precedent to the Closing shall terminate, and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Metrocall Inc), Common Stock Purchase Agreement (Metrocall Inc), Securities Exchange Agreement (Metrocall Inc)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement (Rubbermaid Inc), Stock and Asset Purchase Agreement (Arterial Vascular Engineering Inc), Asset Purchase and Sale Agreement (Home Products International Inc)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 3 contracts
Samples: Purchase Agreement (Ml Life Insurance Co of New York), Stock Purchase Agreement (Ford Motor Co), Stock Purchase Agreement (Hertz Corp)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreementpursuant to subsection (a), written notice thereof shall promptly forthwith be given to the other parties hereto party or parties, and the provisions of this Agreement shall terminate terminate, and the transactions contemplated hereby herein shall be abandoned abandoned, without further action by any of the parties party hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.. If this Agreement is terminated as provided herein:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Healthplan Services Corp), Asset Purchase Agreement (Nash Finch Co)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreementunder Section 12.01, written notice thereof shall promptly forthwith be given to the other parties hereto and this Agreement shall terminate party, and the transactions contemplated hereby by this Agreement shall be abandoned terminated and abandoned, without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.. If the transactions contemplated by this Agreement are terminated and/or abandoned as provided herein:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Elan Corp PLC), Asset Purchase Agreement (Enzon Inc)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreementby Capstead or Fortress pursuant to Section 7.01 hereof, written notice thereof shall promptly be given to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby by this Agreement shall be abandoned terminated, without further action by any of party. If the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.transactions contemplated by this Agreement are terminated as provided herein:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Capstead Mortgage Corp), Preferred Stock Purchase Agreement (Fortress Investment Corp)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreementunder Section 12.01, written notice Notice thereof shall promptly forthwith be given to the other parties hereto and this Agreement shall terminate party, and the transactions contemplated hereby by this Agreement shall be abandoned terminated and abandoned, without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.. If the transactions contemplated by this Agreement are terminated and/or abandoned as provided herein:
Appears in 2 contracts
Samples: Asset Purchase Agreement (King Pharmaceuticals Inc), Asset Purchase Agreement (Elan Corp PLC)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreementtermination, written notice thereof shall promptly forthwith be given to the other parties hereto Party or Parties, and this Agreement shall terminate upon arrival of such notice to the other Party or Parties, and the transactions contemplated hereby purchase of the Equity Interests hereunder shall be abandoned abandoned, without further action by any of Purchaser, the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional Company or knowing breach of any provision hereofSellers.
Appears in 2 contracts
Samples: Equity Purchase Agreement (American Dairy Inc), Equity Purchase Agreement (American Dairy Inc)
Procedure Upon Termination. In the event of the termination of this Agreement and abandonment of this Agreementthe transactions contemplated hereby by one of the parties hereto pursuant to Sections 11.1(b) or (c), written notice thereof shall promptly forthwith be given to the other parties party hereto and this Agreement shall terminate and the transactions contemplated hereby by this Agreement shall be abandoned abandoned, without further action by any either of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.. If this Agreement is terminated as provided herein:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Wang Laboratories Inc), Stock Purchase Agreement (Olivetti Ing C & Co Spa /Adr/)
Procedure Upon Termination. In the event of the termination and abandonment of this AgreementAgreement pursuant to Section 10.1, written notice thereof shall promptly forthwith be given to the other party or parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional Sellers or knowing breach of any provision hereofthe Buyer.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cn Biosciences Inc), Stock Purchase Agreement (Cn Biosciences Inc)
Procedure Upon Termination. In the event of the termination and abandonment of pursuant to this AgreementArticle 12, written notice thereof shall promptly forthwith be given to the other parties hereto and this Agreement shall terminate party and the transactions contemplated hereby by this Agreement shall be abandoned terminated and/or abandoned, without further action by any of party. If the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.transactions contemplated by this Agreement are terminated and/or abandoned as provided herein:
Appears in 1 contract
Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.. (c)
Appears in 1 contract
Samples: 2 Stock Purchase Agreement
Procedure Upon Termination. In the event of the termination and abandonment of this AgreementAgreement by the Unitholder Representative or Purchaser, or both, pursuant to Section 2.3 hereof, written notice thereof shall promptly forthwith be given to the other parties hereto Party or Parties, and this Agreement shall terminate terminate, and the transactions contemplated hereby Transaction shall be abandoned abandoned, without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereofParty.
Appears in 1 contract
Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 1 contract
Procedure Upon Termination. In the event of the termination and abandonment of this Agreementunder Section 12.01 hereof, written notice thereof shall promptly forthwith be given to the other parties hereto and this Agreement shall terminate Party and the transactions contemplated hereby by this Agreement shall be abandoned terminated and abandoned, without further action by any of the parties Parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.. If the transactions contemplated by this Agreement are terminated and/or abandoned as provided herein:
Appears in 1 contract
Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties hereto and this Agreement shall terminate terminate, all further obligations of the parties hereunder to satisfy the conditions precedent to the Closing shall terminate, and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Aether Systems LLC)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall will promptly be given to the other parties hereto and this Agreement shall will terminate and the transactions contemplated hereby shall will be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 1 contract
Samples: Subscription Agreement (First Reserve Corp /Ct/ /Adv)
Procedure Upon Termination. (a) In the event of the termination and abandonment of this Agreementpursuant to Section 7.2(a), (b) or (c), written notice thereof shall promptly forthwith be given to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 1 contract
Procedure Upon Termination. (i) In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof., except as otherwise provided in Sections 9.1(b)(ii) and 9.1(b)(iii). 106
Appears in 1 contract
Procedure Upon Termination. In the event of the termination and abandonment pursuant to Termination of this Agreement, written notice thereof shall promptly be immediately given to the other parties hereto and this Agreement shall terminate Parties and the transactions contemplated hereby by this Agreement shall be abandoned terminated, without any further action by any of Party. If the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.transactions contemplated by this Agreement are terminated as provided herein:
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)
Procedure Upon Termination. In the event of the termination and abandonment of this AgreementAgreement by the Securityholder Representative or the Purchaser, or both, pursuant to Section 2.3 hereof, written notice thereof shall promptly forthwith be given to the other parties hereto Party or Parties, and this Agreement shall terminate terminate, and the transactions contemplated hereby Transactions shall be abandoned abandoned, without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.Party. 2.5
Appears in 1 contract
Samples: Version 1 Stock Purchase Agreement by And (TrueBlue, Inc.)
Procedure Upon Termination. In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.. (c)
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Bard C R Inc /Nj/)
Procedure Upon Termination. In Subject to the provisions of Section 8.2 above, in the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given by the terminating parties to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Golf Galaxy, Inc.)
Procedure Upon Termination. (i) In the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof, except as otherwise provided in Sections 9.1(b)(ii) and 9.1(b)(iii).
Appears in 1 contract
Samples: Stock Purchase and Merger Agreement (SFG Capital Corp)
Procedure Upon Termination. In the event of the termination and abandonment of this AgreementAgreement with respect to one or more of the parties hereto, written notice thereof shall promptly be given to the other party or parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned with only respect to the parties subject to such termination without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 1 contract
Procedure Upon Termination. In the event of the termination of this Agreement and the abandonment of this Agreementthe transactions contemplated hereby, written notice thereof shall promptly be given by a terminating party to the other parties hereto party, and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereofparties.
Appears in 1 contract
Procedure Upon Termination. In the event of the termination and abandonment of this AgreementAgreement by a party hereto, written notice thereof shall promptly be given to the other parties hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto; provided, however, that nothing herein shall relieve any party from liability for any intentional or knowing breach of any provision hereof.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Chart House Investors LLC)